**Exhibit 10.44**

McMinn Agreement

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EXECUTIVEEMPLOYMENT AGREEMENT

AGREEMENT by and between Kaiser Group Holdings, Inc.,a Delaware corporation, and Douglas W. McMinn (the “Executive”), effective asof December 4th,2006, the Effective Date (as hereafter defined).

W I T N E S S E TH

WHEREAS, in recognition of Executive’s significantcontribution to the creation of shareholder value and leadership during histenure as President and Chief Executive Officer, the Company wishes to obtainhis commitment to serve as President and Chief Executive Officer of the Companyuntil December 31, 2009; and

WHEREAS, the Company has agreed to provide Executivethe compensation and benefits described in this Agreement as an incentive forExecutive to remain in the employ of the Company so that the Company may receivehis continued dedication and service and to ensure that he will not provideservices for a competing business in accordance with the terms hereof; and

WHEREAS, Executive has agreed to serve the Companypursuant to the terms and conditions hereinafter set forth.

NOW, THEREFORE, for good and valuable consideration,the receipt of which is hereby acknowledged, the Company and Executive herebyagree as follows:

1.             DEFINITIONS.

As used in this Agreement, the following terms shallhave the respective meanings set forth below:

(a) “Cause” meansExecutive’s (i) willful neglect or gross negligence in the performance ofExecutive’s duties, (ii) indictment for or conviction of a felony, (iii) grossmisconduct resulting in material harm to the Company or (iv) breach of any ofthe provisions in Section 6, 7, 8, or 10 of this Agreement. Notwithstanding theforegoing, Executive shall not be deemed to have been terminated for Cause forpurposes of this Agreement unless and until there shall have been delivered tohim a copy of a resolution, duly adopted by a majority vote of the Board ofDirectors of the Company (the “Board”) at a meeting of the Board called andheld (after Reasonable Notice to Executive and an opportunity for Executive andhis counsel to be heard before the Board) for the purpose of consideringwhether Executive has committed any acts or failures to act described inclauses (i), (ii), (iii), or (iv) above. The Company must notify Executive of an event constituting Cause within90 days following the Board’s knowledge of its existence or such event shallnot constitute Cause under this Agreement. For the purposes of this Section 1(a), “Reasonable Notice” shall be awritten notice given to Executive a minimum of 30 days and a maximum of 60 daysbefore the aforementioned meeting of

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the Board is to be held.

(b) “Change in Control”means the first to occur of any of the following events:

(1) Persons who, as of the Effective Date constitutethe Board (the “Incumbent Directors”) cease for any reason, including, withoutlimitation, as a result of a tender offer, proxy contest, merger or similartransaction, to constitute at least a majority thereof, provided that anyperson becoming a director of the Company subsequent to the Effective Dateshall be considered an Incumbent Director if such person’s election ornomination for election was approved by a vote of at least three-quarters ofthe Incumbent Directors; but provided further, that any such person whoseinitial assumption of office is in connection with an actual or threatenedelection contest relating to the election of members of the Board or otheractual or threatened solicitation of proxies or consents by or on behalf of a “person”(as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) otherthan the Board, including by reason of agreement intended to avoid or settleany such actual or threatened contest or solicitation, shall not be consideredan Incumbent Director;

(2) The shareholders of the Company approve anyconsolidation or merger of the Company, other than a merger of the Company inwhich the holders of all combined classes of stock of the Company immediatelyprior to the merger hold more than 50% of all combined classes of stock of thesurviving corporation immediately after the merger; or

(3) Substantially all of the assets of the Company aresold or otherwise transferred to parties that are not within a “controlledgroup of corporations” (as defined in Section 1563 of the Internal Revenue Codeof 1986, as amended (the “Code”)) in which the Company is a member.

(c) “Company” meansKaiser Group Holdings, a Delaware corporation, and, the successor to, ortransferee of all or substantially all of the assets of, the Company.

(d) “Date of Termination”means (1) the effective date on which Executive’s employment by the Companyterminates as specified in a Notice of Termination by the Company or Executive,as the case may be, or (2) if Executive’s employment by the Company terminatesby reason of death, the date of death of Executive. Notwithstanding theprevious sentence, (i) if Executive’s employment is terminated for Disability(as defined in Section 3(d)), then such Date of Termination shall be no earlierthan 30 days following the date on which a Notice of Termination is received,and (ii) if Executive’s employment is terminated by the Company other than forCause or by Executive for Good Reason, then such Date of Termination shall beno earlier than 30 days following the date on which a Notice of Termination isreceived.

(e) “Effective Date”means December 4th,2006.

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(f) “Good Reason” means,without Executive’s express written consent, the occurrence of any of thefollowing events:

(1) the failure of the Company to obtain theassumption agreement from any successor as contemplated in Section 12; or

(2) the relocation of Executive’s principal place ofemployment to a location more than 75 miles from Executive’s principal place ofemployment immediately prior to the Effective Date or the Company’s requiringExecutive to be based anywhere other than such principal place of employment(or permitted relocation thereof) except for required travel on the Company’sbusiness to an extent substantially consistent with Executive’s business travelobligations immediately prior to the Effective Date; or

(3) the reduction of Executive’s base salary below theamount set in 2(b).

Notwithstanding the foregoing, an action that isremedied by the Company within ten business days after receipt of noticethereof given by Executive shall not constitute Good Reason.

(g) “Notice ofTermination” means the written notice as described in Section 13(b).

2.             EMPLOYMENTPERIOD.

(a) POSITION. Executiveagrees to continue to serve the Company from the Effective Date until December31, 2009 or, if earlier, the Date of Termination, in the same capacity andmanner as in the six months prior to the Effective Date on the terms describedin this Agreement.

(b) ANNUAL SALARY ANDBONUS.  Executive will receive a baseannual salary of $245,000, effective December 4th, 2006. In 2006, Executive will receive a performance bonus of $225,000, inrecognition of his hard work in 2006 and his loyalty to the Company throughoutthe bankruptcy process.  For the years2007 through 2009, Executive will be eligible to receive an annual performancebonus.  The amount of this bonus shall bedetermined yearly by the Board Compensation Committee.

(c) BENEFITS.  Company will pay for Executive’s health carecoverage until his 64th birthday in accordance with his existinghealth plan.  Until the Date ofTermination, Company will provide for life insurance equal to one year’s basesalary, and for short and long term disability coverage.  Provided, Executive shall be entitled to nobenefits under this Section 2(c) if his employment is terminated by the Companyfor Cause, pursuant to Section 3(e), or if Executive terminates his employmentwithout Good Reason, pursuant to Section 3(h). Until Date of Termination, Company will also provide Executive withbenefits according to its existing 401(k) plan.

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(d) STOCK OWNERSHIP PLAN.Company agrees to implement an incentive stock ownership plan for the benefitof executives and members of the Board during the year 2007.  The Board will develop this plan with theadvice and consent of counsel to ensure compliance with all applicable IRS andSEC requirements.

3.             TERMINATIONOF EMPLOYMENT.

Executive’s employment hereunder may be terminatedunder the following circumstances:

(a) NORMAL RETIREMENT.Executive may retire at any time after December 31, 2009.

(b) EARLY RETIREMENT.Executive may retire at any time before December 31, 2009, provided that he (1)obtains the consent of the Board, (2) provides a viable successor nominationfor Board consideration, and (3) provides advance notice of at least 90 days ofhis intention to retire. Notwithstanding the foregoing, the Board, in its solediscretion, may waive the requirement of (2) and/or (3).

(c) DEATH. Executive’semployment with the Company shall terminate upon his death.

(d) DISABILITY. If, as aresult of Executive’s incapacity due to physical or mental illness, Executiveshall have been absent from his duties for the Company on a full-time basis for180 calendar days in the aggregate in any 12-month period, the Company mayterminate Executive’s employment with the Company for Disability. Any questionas to the existence of any physical or mental illness referred to above onwhich the Company and Executive cannot agree shall be determined by a qualifiedindependent physician selected by the Company and reasonably acceptable toExecutive. The determination of such a physician made in writing to the Companyand to Executive shall be final and conclusive for purposes of this Agreement.

(e) TERMINATION BYCOMPANY FOR CAUSE. Subject to the provisions of Section 1(a) hereof and upon aNotice of Termination to Executive, the Company may terminate Executive’semployment with the Company for Cause.

(f) TERMINATION BYCOMPANY WITHOUT CAUSE. Upon a Notice of Termination to Executive, the Companymay terminate Executive’s employment with the Company without Cause.

(g) TERMINATION BYEXECUTIVE FOR GOOD REASON. Upon a Notice of Termination to the Company,Executive may terminate his employment with the Company for Good Reason.

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(h) TERMINATION BYEXECUTIVE WITHOUT GOOD REASON. Upon a Notice of Termination to the Company,Executive may terminate his employment with the Company without Good Reason.

4.             COMPENSATIONUPON TERMINATION.

(a) TERMINATIONGENERALLY. If Executive’s employment with the Company is terminated for anyreason, the Company shall pay or provide to Executive (or to his authorizedrepresentatives or estate) any earned but unpaid base salary, incentivecompensation earned but not yet paid, unpaid expense reimbursements, accruedbut unused vacation and any vested benefits that Executive may have under anyemployee benefit plan of the Company, including without limitation, executivecompensation, insurance and retirement plans or arrangements (the “AccruedBenefits”).

(b) TERMINATION BY THECOMPANY WITHOUT CAUSE OR UPON EXECUTIVE’S DISABILITY, OR BY EXECUTIVE UPONEXECUTIVE’S NORMAL OR EARLY RETIREMENT. In the event of a termination ofExecutive’s employment by the Company without Cause or upon Executive’sDisability, or by Executive upon Executive’s normal or early retirement pursuantto Section 3(a) or (b), the Company shall pay to Executive all Accrued Benefits and a severance pay ofthe higher of the following two amounts, either: (a) eighteen months ofExecutive’s base salary, or (b) the base salary for the following number of months:thirty, minus one-half of the number of months worked before the Date ofTermination. For example, if Executive worked for six months after theEffective Date before being terminated without cause, his severance pay wouldbe 30 - 6/2 = 27 months of base salary. However, if Executive worked for forty months after the Effective Datebefore being terminated without cause, he would receive eighteen months ofseverance pay, because 30 - 40/2 = 10, and 18 is greater than 10.Severance pay shall be paid in one lump sum, not later than 30 days after theDate of Termination.

(c) TERMINATION BYEXECUTIVE FOR GOOD REASON.  If, followinga Change in Control, the Executive’s employment with the Company is terminatedby the Executive for Good Reason, the Company shall pay to Executive all Accrued Benefits and a severance pay ofthe higher of the following two amounts, either: (a) eighteen months ofExecutive’s base salary, or (b) the base salary for the following number ofmonths: thirty, minus one-half of the number of months worked before the Dateof Termination. For example, if Executive worked for six months after theEffective Date before terminating his employment for Good Reason, his severancepay would be 30 - 6/2 = 27 months of base salary. However, if Executiveworked for forty months after the Effective Date before terminating hisemployment for Good Reason, he would receive eighteen months of severance pay,because 30 - 40/2 = 10, and 18 is greater than 10.  Severance pay shall be paid in one lump sum,not later than 30 days after the Date of Termination.

(d) DEATH. If Executive’semployment is terminated by reason of his death, the Company shall payExecutive’s estate the Accrued Benefits. Also, the Company will provide and pay for health coverage for Executive’sspouse in accordance with her 

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existing health plan for not less than the next 24months.

(e) TERMINATION BYCOMPANY WITH CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON. If Executive’semployment is terminated by the Company with Cause under Section 3(e) or byExecutive without Good Reason under Section 3(h), the Company shall have nofurther obligation to Executive other than the payment or provision of theAccrued Benefits.

(f) COMPLIANCE WITHSECTION 409A.  The Company and the Executiveintend that this Agreement and all distributions made and benefits providedhereunder, and the terms of the governing documents supporting suchdistributions and benefits, shall comply with Section 409A of the Code andapplicable Treasury Regulations and other guidance promulgated thereunder (“Section409A”).  Notwithstanding anything hereinto the contrary, the Executive shall not be entitled to receive anydistribution or benefit hereunder or under any other agreement with or plan orprogram maintained by the Company (collectively, the “Other Arrangements”)prior to the earliest date on which distributions or benefits of the type inquestion may be made to “specified employees” pursuant to Section 409A withoutincurring a penalty tax under Section 409A (the “Specified Employee Restriction”),provided, however, for the sake of clarification and without limiting theintent of the foregoing, it is the intention of the parties that the Executivewill receive all benefits and distributions under this Agreement and the OtherArrangements without any delay or deferral if the provision of such benefit ordistribution would not be subject to the Specified Employee Restriction.  In order more effectively to ensure compliancewith Section 409A and consistent with the intention of the parties with respectto the benefits and compensation to be provided to the Executive hereunder andunder the Other Arrangements, the Company and the Executive shall consult withone another in good faith and shall (i) agree upon the timing of anydistribution to be made pursuant to, and the provision of any benefits orrights granted by this Agreement and the Other Arrangements, and (ii) agreeupon the terms, language and form of any amendment to any agreement between theCompany and the Executive and any election by the Executive required ordesirable to comply with Section 409A, and the Company shall not have anyliability for violation of the requirements set forth in the immediatelypreceding sentence with respect to any agreement made pursuant to (i) or (ii)above or for any actions, distributions, or provision of benefits grantedthereunder.

5.             WITHHOLDINGTAXES.

The Company may withholdfrom all payments due to Executive (or his beneficiary or estate) hereunder alltaxes that, by applicable federal, state, local or other law, the Company isrequired to withhold.

6.             CONFIDENTIALINFORMATION.

Executive agrees that heshall not, directly or indirectly, use, make available, sell, disclose orotherwise communicate to any person, other than in the course of Executive’sassigned duties and for the benefit of the Company, either during the period ofExecutive’s employment or at any time thereafter, any nonpublic, proprietary or

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confidential information, knowledge or data relatingto the Company, any of its subsidiaries, affiliated companies or businesses,which shall have been obtained by Executive during Executive’s employment bythe Company. The foregoing shall not apply to information that (i) was known tothe public prior to its disclosure to Executive; (ii) becomes known to thepublic subsequent to disclosure to Executive through no wrongful act ofExecutive or any representative of Executive; or (iii) Executive is required todisclose by applicable law, regulation or legal process (provided thatExecutive provides the Company with prior notice of the contemplated disclosureand reasonably cooperates with the Company at its expense in seeking aprotective order or other appropriate protection of such information).Notwithstanding clauses (i) and (ii) of the preceding sentence, Executive’sobligation to maintain such disclosed information in confidence shall notterminate where only portions of the information are in the public domain.

7.             NON-SOLICITATIONAGREEMENT.

During Executive’semployment with the Company and continuing for the period for whichcompensation or benefits are payable under Section 2 or Section 4, Executiveagrees that he will not, directly or indirectly, individually or on behalf ofany other person, firm, corporation or other entity, knowingly solicit, attemptto solicit, aid, induce or otherwise counsel, advise, ask, or encourage (a) anymanagerial level employee of the Company or any of its subsidiaries oraffiliates to leave such employment in order to accept employment with orrender services to or with any other person, firm, corporation or other entityunaffiliated with the Company or knowingly take any action to materially assistor aid any other person, firm, corporation or other entity in identifying or hiringany such employee or (b) any customer of the Company or any of its subsidiariesor affiliates to purchase goods or services then sold by the Company or any ofits subsidiaries or affiliates from another person, firm, corporation or otherentity or assist or aid any other persons or entity in identifying orsoliciting any such customer.

8.             NONCOMPETITIONAGREEMENT.

Executive acknowledgesthat he performs services of a unique nature for the Company that areirreplaceable, and that his performance of such services for a competingbusiness will result in irreparable harm to the Company. Accordingly, duringExecutive’s employment hereunder, and continuing for the period for whichcompensation or benefits are payable under Section 2 or Section 4, Executive agreesthat Executive will not, directly or indirectly, own, manage, operate, control,be employed by (whether as an employee, consultant, independent contractor orotherwise, and whether or not for compensation) or render services to anyperson, firm, corporation or other entity, in whatever form, engaged in anybusiness of the same type as that in which the Company or any of itssubsidiaries or affiliates is engaged on the Date of Termination or in whichthey have proposed, on or prior to such date, to be engaged on or after suchdate and with respect to which Executive has been involved in the conduct orplanning to any extent (other than de minimis) at any time during the 12-monthperiod ending with the Date of Termination, in any locale of any country in whichthe Company conducts 

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business. This Section 8 shall not prevent Executivefrom owning not more than 20% of the total shares of all classes of stockoutstanding of any publicly held entity engaged in such business, nor will itrestrict Executive from rendering services to charitable organizations, as suchterm is defined in Section 501(c) of the Code, nor will it restrict Executive fromrendering services to the international trading/consulting firm, Global Trade& Invest, Inc., in which he is a part owner.

9.             ACKNOWLEDGEMENTSRESPECTING RESTRICTIVE COVENANTS

(a) NO ADEQUATE REMEDY ATLAW. Executive acknowledges that it is impossible to measure in money thedamages that will accrue to the Company in the event that Executive breachesany of the restrictive covenants in Section 6, 7, 8, or 10 and that any suchdamages, in any event, would be inadequate and insufficient. Therefore, ifExecutive breaches any restrictive covenant in Section 6, 7, 8, or 10, theCompany and any of its subsidiaries or affiliates shall be entitled to aninjunction restraining Executive from violating such restrictive covenant. Ifthe Company or any of its subsidiaries or affiliates shall institute any actionor proceeding to enforce a restrictive covenant, Executive hereby waives, andagrees not to assert in any such action or proceeding, the claim or defensethat the Company or any of its subsidiaries or affiliates have an adequateremedy at law.

(b) INJUNCTIVE RELIEF NOTEXCLUSIVE REMEDY. In the event of a breach of any of the restrictive covenantsin Section 6, 7, 8, or 10, Executive agrees that, in addition to any injunctiverelief as described in Section 9(a), the Company shall be entitled to any otherappropriate legal or equitable remedy.

(c) THIS SECTIONREASONABLE, FAIR AND EQUITABLE. Executive agrees that this Section 9 isreasonable, fair and equitable in light of his duties and responsibilitiesunder this Agreement and the benefits to be provided to him under thisAgreement and that it is necessary to protect the legitimate business interestsof the Company and that Executive has had independent legal advice in soconcluding.

(d) CONSTRUCTION. If anyof the restrictions contained in Sections 6, 7 or 8 hereof are deemed by acourt of competent jurisdiction to be unenforceable by reason of their extent,duration or geographical scope or otherwise, Executive and Company agree thatthe court shall revise such extent, duration, geographical scope or otherprovision but only to the extent required in order to render such restrictionsenforceable, and enforce any such restriction in its revised form for allpurposes in the manner contemplated hereby.

(e) CHANGE IN CONTROL.The parties hereto agree that the restrictive covenants contained in Sections7, 8 and 10 of this Agreement shall be null and void and shall not beenforceable against Executive following any termination of Executive’semployment on or after a Change in Control of the Company. Notwithstandinganything to the contrary contained herein, in the event that Executive’semployment with the Company is terminated following a Change in Control, eachcontinuing benefit shall be 

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provided to him at a level no less favorable thatprovided to him immediately prior to the Change in Control.

10.           NONDISPARAGEMENT.

Each of Executive (andhis representatives) and the Company (for purposes hereof, the Company shallmean only the executive officers and directors thereof and not any otheremployees) agrees not to make any public statements that disparage the otherparty or, in the case of the Company, its respective affiliates, employees,officers, directors, products or services until after December 31, 2011. Theprovisions of this Section 10 shall survive the termination of this Agreement.Notwithstanding the foregoing, statements made in the course of sworn testimonyin administrative, judicial or arbitral proceedings (including, withoutlimitation, depositions in connection with such proceedings) shall not besubject to this Section 10.  As usedherein, “disparage” shall mean any oral or written communication of false,misleading or derogatory information or any oral or written communication ofinformation with negligent disregard of its truth or falsity.

11.           INDEMNIFICATION.

To the fullest extentpermitted by law, the Company shall indemnify Executive (including theadvancement of expenses) for any judgments, fines, amounts paid in settlementand reasonable expenses, including attorneys’ fees, incurred by Executive inconnection with the defense of any lawsuit or other claim to which he is made aparty by reason of being an officer, director employee or consultant of theCompany or any of its subsidiaries or affiliates. For at least three yearsfollowing Executive’s ceasing to be employed by the Company, the Company shallmake every reasonable effort to maintain customary director and officerliability insurance covering Executive for acts and omissions prior toExecutive’s ceasing to be employed by the Company. The provisions of thisSection 11 shall survive the termination of this Agreement.

12.           SUCCESSORS;BINDING AGREEMENT.

(a) The provisions ofthis Agreement shall be binding upon the surviving or resulting corporation inany merger, consolidation, recapitalization or similar corporate transaction orthe person or entity to which all or substantially all of the Company’s assetsare transferred.

(b) In addition to anyobligations imposed by law upon any successor to the Company, the Company shallrequire any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/orassets of the Company to expressly assume and agree to perform this Agreementin the same manner and to the same extent that the Company would be required toperform it if no such succession had taken place.

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(c) This Agreement shallinure to the benefit of and be enforceable by Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees,devisees and legatees. If Executive shall die while any amounts would bepayable to Executive hereunder had Executive continued to live, all suchamounts, unless otherwise provided herein, shall be paid in accordance with theterms of this Agreement to such person or persons appointed in writing byExecutive to receive such amounts or, if no person is so appointed, toExecutive’s estate.

13.           NOTICE.

(a) For purposes of thisAgreement, all notices and other communications required or permitted hereundershall be in writing and shall be deemed to have been duly given when deliveredor five days after deposit in the United States mail, certified and returnreceipt requested, postage prepaid, to such address as either party may havefurnished to the other in writing in accordance herewith, except that noticesof change of address shall be effective only upon receipt.

(b) A written Notice ofTermination by the Company or Executive, as the case may be, to the other,shall (i) indicate the specific termination provision in this Agreement reliedupon, (ii) to the extent applicable, set forth in reasonable detail the factsand circumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated and (iii) specify the Date ofTermination. Except as provided in Section 1(a) hereof the failure by Executiveor the Company to set forth in such notice any fact or circumstance whichcontributes to a showing of Good Reason or Cause shall not waive any right ofExecutive or the Company hereunder or preclude Executive or the Company fromasserting such fact or circumstance in enforcing Executive’s or the Company’srights hereunder.

14.           FULLSETTLEMENT.

The Company’s obligationto make any payments provided for in this Agreement and otherwise to performits obligations hereunder shall not be affected by any set-off, counterclaim,recoupment, defense or other claim, right or action which the Company may haveagainst Executive or others. In no event shall Executive be obligated to seekother employment or take other action by way of mitigation of the amountspayable to Executive under any of the provisions of this Agreement, and suchamounts shall not be reduced whether or not Executive obtains other employment.

15.           GOVERNINGLAW; VALIDITY.

The validity,interpretation, and enforcement of this Agreement shall be governed by the lawsof the Commonwealth of Virginia. The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which other provisions shall remain infull force and effect.

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16.           ARBITRATION;LEGAL FEES.

Any dispute orcontroversy under this Agreement shall be settled exclusively by arbitration inFalls Church, Virginia, before a panel of three arbitrators, in accordance withthe rules of the American Arbitration Association then in effect. Judgment maybe entered on the arbitration award in any court having jurisdiction, provided,however, that this Section 16 shall not apply to any request for injunctiverelief pursuant to Section 9 hereof. The defeated party with respect to thepreponderance of the amount in dispute shall bear all costs and expensesarising in connection with any arbitration proceeding pursuant to this Section16 (including all reasonable legal fees incurred by Executive in connectionwith such arbitration).  Promptlyfollowing the execution of this Agreement, the Company shall reimburseExecutive for all reasonable legal fees and expenses incurred by Executive innegotiating and entering into this Agreement up to, but not exceeding, $5,000.

17.           WAIVERAND RELEASE.

No amounts shall bepayable and no benefits shall be provided hereunder following the TerminationDate unless and until the Executive shall have executed and delivered a waiverand release of claims against the Company in customary form.

18.           AMENDMENT.

No provision of thisAgreement may be amended, waived or discharged except by the mutual writtenagreement of the parties.

19.           COUNTERPARTS.

This Agreement may beexecuted in counterparts, each of which shall be deemed to be an original andall of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement this December 4th, 2006.

THIS AGREEMENT CONTAINS A BINDING ARBITRATIONPROVISION THAT MAY BE ENFORCED BY THE PARTIES.

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| EXECUTIVE |       KAISER GROUP  HOLDINGS, INC. |
|-----------|------------------------------------------------------------------|
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             |   |   |
| By:       | /s/ Douglas W.  McMinn                                           | By: | /s/ Dr. Nicholas Burakow |
|      | Douglas W.  McMinn                                               |   | Dr. Nicholas Burakow, CFO |
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             | By: | /s/ Jon Bennett |
|      |                                                             |   | Jon Bennett, Director |
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             | By: | /s/ Frank E. Williams, Jr. |
|      |                                                             |   | Frank E.  Williams, Jr., Director |
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             |   |   |
|      |                                                             | By: | /s/ Mark Tennenbaum |
|      |                                                             |   | Mark Tennenbaum, Director |

 

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